Amendment No. 1 to Umbrella Agreement, dated as of November 24, 2009



 Exhibit 10.5 
 AMENDMENT NO. 1 TO  
 UMBRELLA
AGREEMENT 
 This Amendment No. 1 to Umbrella Agreement (this “Amendment”) is entered into as of
November 24, 2009, by and among Unilever N.V., a company organized under the laws of the Netherlands (“Unilever N.V.”), Unilever PLC, a company organized under the laws of England and Wales (“Unilever PLC”),
and JohnsonDiversey, Inc., a Delaware corporation (formerly known as S.C. Johnson Commercial Markets, Inc.) (“JDI” and, together with the Unilever N.V. and Unilever PLC, the “Parties”). 
 RECITALS 
 WHEREAS, the Parties are parties to that certain Umbrella Agreement In Respect of Professional Products, dated October 11, 2007 (the “Umbrella Agreement”); and 
 WHEREAS, the Parties desire to amend the Umbrella Agreement as set forth herein. 
 NOW THEREFORE, in consideration of the premises and the mutual agreements and covenants herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 
 ARTICLE I
DEFINITIONS 
 Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to
them in the Umbrella Agreement. 
 ARTICLE II AMENDMENTS TO THE UMBRELLA AGREEMENT 
 Section 2.1 Amendment to Clause 1 of Schedule 4. Effective as of the date hereof, Clause 1 of Schedule 4 of the
Umbrella Agreement shall be amended to add the following defined terms in alphabetical order: 
 “CD&R
Group” means CDR Jaguar Investor Company, LLC, CDR F&F Jaguar Investor, LLC and their respective affiliates and the respective affiliates from time to time of CD&R Associates VIII, Ltd., the general partner of Clayton,
Dubilier & Rice Fund VIII, L.P. and CD&R Friends & Family Fund VIII, L.P., and Clayton, Dubilier & Rice, LLC or any successor to its investment management business. 
 “CMH” means Commercial Markets Holdco, Inc. 
 “CMH Group” means CMH, its controlled affiliates and any other affiliate of CMH or any Johnson Family Member who has irrevocably granted to and appointed CMH as such person’s or such
entity’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such person or entity, to vote at any annual or special meeting of stockholders of JohnsonDiversey Holdings, Inc. and to take any
action by written consent in lieu of such








 
meeting with respect to all of the equity securities of JohnsonDiversey Holdings, Inc. owned or held of record by such holder, provided that (A) none of S.C. Johnson & Son, Inc. and
its subsidiaries shall constitute a member of the CMH Group. and (B) CMH Group shall not include any person that is engaged in, or has an affiliate that is engaged in, a Specified Business (other than S.C. Johnson & Son, Inc. and its
subsidiaries). 
 “Financial Party” means a private equity fund or other financial sponsor, asset management
firm, sovereign wealth fund, hedge fund, pooled investment vehicle, publicly-listed special purpose acquisition company, bank or financial institution (or any one or more investment vehicles managed or otherwise controlled by such entities);
provided that “Financial Party” shall not include any person that is engaged in, or has an affiliate that is engaged in, a Specified Business. 
 “Johnson Family Member” means (a) a lawful lineal descendant of Herbert F. Johnson, Jr. or Henrietta Johnson Louis or the spouse of any such person; (b) an estate, trust
(including a revocable trust, declaration of trust or a voting trust), guardianship or custodianship for the primary benefit of one or more individuals described in clause (a) above; (c) a foundation established by one or more individuals
described in clause (a) above; and (d) an entity controlled by one or more individuals or entities described in clauses (a), (b) or (c) above. 
 “Specified Business” means any business that would reasonably be considered to be in competition with the business of any member of the Unilever Group involving either (A) the
Products or (B) products or services covered by other agreements between one or more members of the Unilever Group and one or more of JohnsonDiversey, JohnsonDiversey Holdings, Inc. or any member of the JohnsonDiversey Group. 
 Section 2.2 Amendment to Clause 15(A) of Schedule 4. Effective as of the date hereof, Clause 15(A) of Schedule 4
of the Umbrella Agreement shall be deleted in its entirety and replaced with the following: 
 “[Intentionally
omitted];” 
 Section 2.3 Amendment to Clause 17(C) of Schedule 4. Effective as of the date hereof,
Clause 17(C) of Schedule 4 of the Umbrella Agreement shall be deleted in its entirety and replaced with the following: 
 “there is (i) a change of control of JohnsonDiversey or JohnsonDiversey Holdings, Inc., a change of control occurring if any person acquires Control or any person who previously had Control ceases to have such Control (whether or
not another person acquires Control), other than by (x) a sale or transfer of any shares of JohnsonDiversey Holdings, Inc. to a member of the CD&R Group or the CMH Group or to a Financial Party or (y) an initial public offering of the
shares of JohnsonDiversey or JohnsonDiversey Holdings, Inc., it being understood that, upon a change of control of a JD Affiliate,

  

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it ceases to be a member of the JohnsonDiversey Group with the effect set forth in paragraph 19 below or (ii) a further sale or transfer of any shares of JohnsonDiversey Holdings, Inc. that
were previously transferred pursuant to the exception in clause (i)(x) above other than to a member of the CD&R Group or the CMH Group, to a Financial Party or in an initial public offering of the shares of JohnsonDiversey or JohnsonDiversey
Holdings, Inc.;” 
 ARTICLE III GENERAL PROVISIONS 
 Section 3.1 Capacity. Unilever is entering into this Amendment for itself and as agent for each Unilever Affiliate and
JohnsonDiversey is entering into this Amendment for itself and as agent for each JD Affiliate. Where in this Amendment a Unilever Affiliate or a JD Affiliate is expressed to have an obligation or is given a right, the expression of that obligation
or that right shall be construed as Unilever or JohnsonDiversey (as the case may be) agreeing on behalf of the relevant Unilever Affiliate or JD Affiliate to assume such obligation or receive or exercise such right. 
 Section 3.2 Effectiveness of Umbrella Agreement. Except as expressly set forth in this Amendment, the Umbrella Agreement
shall remain in full force and effect in all respects and is hereby ratified and confirmed. 
 Section 3.3 No
Waiver; References in Umbrella Agreement. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any of the Parties under the Umbrella Agreement, nor constitute a waiver of any
provision of the Umbrella Agreement except as expressly set forth in this Amendment. Upon the effectiveness of this Amendment, each reference in the Umbrella Agreement to “this agreement”, “hereunder”, “hereof”,
“herein” or words of similar import shall mean and refer to the Umbrella Agreement as amended by this Amendment. 
 Section 3.4 Governing Law. This Amendment is governed by, and shall be construed in accordance with, English law. 
 Section 3.5 Counterparts; Facsimile and Electronic Signatures. This Amendment may be executed in any number of counterparts and by each party hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. This Amendment, to the extent signed and delivered by means of a facsimile machine or other
electronic submission (including “pdf”), shall be treated in all manners and respects and for all purposes as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version
hereof delivered in person. 
 (Signature Page Follows) 
  

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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first
above written. 
  

					
	JOHNSONDIVERSEY INC., for itself and as agent for each JD Affiliate
		
	By:	 	/s/    Joseph F. Smorada
		 	Name:	 	Joseph F. Smorada
		 	Title:	 	 Executive Vice President and
 Chief Financial Officer

	
	UNILEVER N.V., for itself and as agent for each Unilever Affiliate
		
	By:	 	/s/    Robert Leek
		 	Name:	 	Robert Leek
		 	Title:	 	General Counsel, Europe
	
	UNILEVER PLC, for itself and as agent for each Unilever Affiliate
		
	By:	 	/s/    Robert Leek
		 	Name:	 	Robert Leek
		 	Title:	 	General Counsel, Europe


  

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